=== SEC Form 4 — Statement of Changes in Beneficial Ownership ===
Document Type: 4
Period of Report: 2026-02-12
10b5-1 Pre-arranged Plan: Yes
--- Issuer ---
Name: MCDONALDS CORP (MCD)
CIK: 0000063908
--- Reporting Owner ---
Name: Kempczinski Christopher J
CIK: 0001598115
Role: Director, Officer (Chairman and CEO)
--- Non-Derivative Transactions ---
[Transaction #1]
Security: Common Stock
Date: 2026-02-12 | Code: M (Exercise of derivative)
Shares: +26,277 | Price: $128.09
Total Value: $3,365,820.93
Shares Owned After: 49,177.14 | Ownership: D (Direct)
[Transaction #2]
Security: Common Stock
Date: 2026-02-12 | Code: S (Open market sale)
Shares: -26,277 | Price: $331.35
Total Value: $8,706,883.95
Shares Owned After: 22,900.14 | Ownership: D (Direct)
Footnotes:
[F1] This transaction was executed in multiple trades ranging from $330.00 to $332.29 per share. The price reported represents the weighted average sale price of this trade. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer, or a security holder of the issuer, full information regarding the shares sold at each separate price.
[Transaction #3]
Security: Common Stock
Date: 2026-02-13 | Code: M (Exercise of derivative)
Shares: +26,276 | Price: $128.09
Total Value: $3,365,692.84
Shares Owned After: 49,176.14 | Ownership: D (Direct)
[Transaction #4]
Security: Common Stock
Date: 2026-02-13 | Code: S (Open market sale)
Shares: -26,276 | Price: $333.54
Total Value: $8,764,097.04
Shares Owned After: 22,900.14 | Ownership: D (Direct)
Footnotes:
[F2] This transaction was executed in multiple trades ranging from $332.50 to $335.22 per share. The price reported represents the weighted average sale price of this trade. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer, or a security holder of the issuer, full information regarding the shares sold at each separate price.
[Transaction #5]
Security: Common Stock
Date: 2026-02-13 | Code: M (Exercise of derivative)
Shares: +19,333 | Price: $0.00
Shares Owned After: 42,233.14 | Ownership: D (Direct)
Footnotes:
[F3] As a result of McDonald's Corporation's (the "Company") performance against the pre-approved financial targets for the performance period of January 1, 2023 through December 31, 2025, the reporting person vested in 82.2% of the original grant of 23,519 performance-based restricted stock units ("RSUs").
[F4] Each performance-based RSU represents a right to acquire one share of the Company's common stock.
[Transaction #6]
Security: Common Stock
Date: 2026-02-13 | Code: M (Exercise of derivative)
Shares: +1,395 | Price: $0.00
Shares Owned After: 43,628.14 | Ownership: D (Direct)
Footnotes:
[F5] Settlement of dividend equivalent rights in connection with vested RSUs. Each dividend equivalent right is the economic equivalent of one share of the Company's common stock.
[Transaction #7]
Security: Common Stock
Date: 2026-02-13 | Code: F (Payment of exercise/tax)
Shares: -9,182.5 | Price: $327.58
Total Value: $3,008,003.35
Shares Owned After: 34,445.64 | Ownership: D (Direct)
--- Derivative Transactions ---
[Transaction #1]
Security: Options (Right to Buy)
Date: 2026-02-12 | Code: M (Exercise of derivative)
Shares: -26,277 | Price: $0.00
Exercisable: N/A | Expires: 2027-03-08
Shares Owned After: 26,276 | Ownership: D (Direct)
Footnotes:
[F6] Options were granted on March 8, 2017 and became exercisable in 25% increments on the first, second, third and fourth anniversary of the grant.
[Transaction #2]
Security: Options (Right to Buy)
Date: 2026-02-13 | Code: M (Exercise of derivative)
Shares: -26,276 | Price: $0.00
Exercisable: N/A | Expires: 2027-03-08
Shares Owned After: 0 | Ownership: D (Direct)
Footnotes:
[F6] Options were granted on March 8, 2017 and became exercisable in 25% increments on the first, second, third and fourth anniversary of the grant.
[Transaction #3]
Security: Restricted Stock Units
Date: 2026-02-13 | Code: M (Exercise of derivative)
Shares: -19,333 | Price: $0.00
Exercisable: N/A | Expires: 2026-02-13
Shares Owned After: 0 | Ownership: D (Direct)
Footnotes:
[F4] Each performance-based RSU represents a right to acquire one share of the Company's common stock.
[F3] As a result of McDonald's Corporation's (the "Company") performance against the pre-approved financial targets for the performance period of January 1, 2023 through December 31, 2025, the reporting person vested in 82.2% of the original grant of 23,519 performance-based restricted stock units ("RSUs").
[F3] As a result of McDonald's Corporation's (the "Company") performance against the pre-approved financial targets for the performance period of January 1, 2023 through December 31, 2025, the reporting person vested in 82.2% of the original grant of 23,519 performance-based restricted stock units ("RSUs").
[Transaction #4]
Security: Dividend Equivalent Rights
Date: 2026-02-13 | Code: M (Exercise of derivative)
Shares: -1,395 | Price: $0.00
Exercisable: N/A | Expires: 2026-02-13
Shares Owned After: 0 | Ownership: D (Direct)
Footnotes:
[F5] Settlement of dividend equivalent rights in connection with vested RSUs. Each dividend equivalent right is the economic equivalent of one share of the Company's common stock.
[F5] Settlement of dividend equivalent rights in connection with vested RSUs. Each dividend equivalent right is the economic equivalent of one share of the Company's common stock.
[F5] Settlement of dividend equivalent rights in connection with vested RSUs. Each dividend equivalent right is the economic equivalent of one share of the Company's common stock.
[Transaction #5]
Security: Options (Right to Buy)
Date: 2026-02-13 | Code: A (Grant or award)
Shares: +144,416 | Price: $0.00
Exercisable: N/A | Expires: 2036-02-13
Shares Owned After: 144,416 | Ownership: D (Direct)
Footnotes:
[F7] Options become exercisable in 25% increments on the first, second, third and fourth anniversary dates of the grant.
--- Holdings ---
[Holding #1]
Security: Common Stock
Ownership: I (Indirect)
[Holding #2]
Security: Phantom Stock
Ownership: I (Indirect)
Footnotes:
[F8] Each share of phantom stock represents a right to receive the cash value of one share of the Company's common stock.
[F9] Shares of phantom stock are payable in cash following the reporting person's separation from service with the Company.
[F9] Shares of phantom stock are payable in cash following the reporting person's separation from service with the Company.
[F10] Includes shares acquired through dividend reinvestment.
[F10] Includes shares acquired through dividend reinvestment.
--- Footnotes (Complete Index) ---
F1: This transaction was executed in multiple trades ranging from $330.00 to $332.29 per share. The price reported represents the weighted average sale price of this trade. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer, or a security holder of the issuer, full information regarding the shares sold at each separate price.
F10: Includes shares acquired through dividend reinvestment.
F2: This transaction was executed in multiple trades ranging from $332.50 to $335.22 per share. The price reported represents the weighted average sale price of this trade. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer, or a security holder of the issuer, full information regarding the shares sold at each separate price.
F3: As a result of McDonald's Corporation's (the "Company") performance against the pre-approved financial targets for the performance period of January 1, 2023 through December 31, 2025, the reporting person vested in 82.2% of the original grant of 23,519 performance-based restricted stock units ("RSUs").
F4: Each performance-based RSU represents a right to acquire one share of the Company's common stock.
F5: Settlement of dividend equivalent rights in connection with vested RSUs. Each dividend equivalent right is the economic equivalent of one share of the Company's common stock.
F6: Options were granted on March 8, 2017 and became exercisable in 25% increments on the first, second, third and fourth anniversary of the grant.
F7: Options become exercisable in 25% increments on the first, second, third and fourth anniversary dates of the grant.
F8: Each share of phantom stock represents a right to receive the cash value of one share of the Company's common stock.
F9: Shares of phantom stock are payable in cash following the reporting person's separation from service with the Company.
--- Signature ---
/s/ /s/ Jeffrey J. Pochowicz, Attorney-in-fact (2026-02-17)
